KKR & Co. Inc. (Form: 4, Received: 05/31/2022 18:13:14)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROBERTS GEORGE R
2. Issuer Name and Ticker or Trading Symbol

KKR & Co. Inc. [ KKR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Co-Executive Chairman
(Last)          (First)          (Middle)

C/O KKR & CO. INC., 30 HUDSON YARDS
3. Date of Earliest Transaction (MM/DD/YYYY)

5/27/2022
(Street)

NEW YORK, NY 10001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1)5/27/2022  J(1)  1339 A (1)1190094 I See footnote (4)
Common Stock 5/31/2022  M(2)  79553563 A (2)80743657 I See footnote (4)
Common Stock 5/31/2022  A(3)  2618321 A (3)83361978 I See footnote (4)
Common Stock 5/31/2022  M(2)  1010000 A (2)1010000 I See footnote (5)
Common Stock 5/31/2022  A(3)  33242 A (3)1043242 I See footnote (5)
Common Stock 5/31/2022  M(2)  249426 A (2)249426 I See footnote (6)
Common Stock 5/31/2022  A(3)  8209 A (3)257635 I See footnote (6)
Common Stock         2000000 I See footnote (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
KKR Holdings L.P. Units  (2)5/27/2022  J (1)  535184     (2) (2)Common Stock 535184 $0 79553563 I See Footnote (4)
KKR Holdings L.P. Units  (2)5/31/2022  M (2)    79553563   (2) (2)Common Stock 79553563 $0 0 I See Footnote (4)
KKR Holdings L.P. Units  (2)5/31/2022  M (2)    1010000   (2) (2)Common Stock 1010000 $0 0 I See Footnote (5)
KKR Holdings L.P. Units  (2)5/31/2022  M (2)    249426   (2) (2)Common Stock 249426 $0 0 I See Footnote (6)

Explanation of Responses:
(1) Represents a distribution of common stock from an affiliate of KKR Holdings L.P. to the Reporting Person and an allocation of units of KKR Holdings L.P. to the Reporting Person, in each case, prior to the Mergers (as defined below).
(2) In connection with certain mergers pursuant to a Reorganization Agreement, dated as of October 8, 2021 (the "Mergers"), on May 31, 2022 holders of common stock of KKR & Co. Inc. immediately prior to the Mergers ("Former KKR") and all holders of interests in KKR Holdings L.P. immediately prior to the Mergers received shares of the same common stock on a one-for-one basis in a new parent company for Former KKR's business ("New KKR"), following which, New KKR was renamed "KKR & Co. Inc." and Former KKR was renamed "KKR Group Co. Inc.", which is now a wholly-owned subsidiary of New KKR. Prior to the Mergers, units of KKR Holdings L.P. were exchangeable for KKR Group Partnership Units (which term refers to Class A partner interests in KKR Group Partnership L.P.) and with shares of Series II preferred stock of Former KKR on a one-for-one basis, which together were exchangeable for shares of common stock of Former KKR on a one-for-one basis.
(3) In connection with the Mergers and in addition to the issuance of shares of New KKR as noted above, KKR Holdings L.P. merged with a subsidiary of New KKR and limited partners of KKR Holdings L.P. were issued an aggregate of 8.5 million shares of common stock of New KKR, which shares are not transferable prior to the earlier of (i) December 31, 2026 and (ii) the six-month anniversary of the first date on which the death or permanent disability of both Mr. Henry Kravis and Mr. George Roberts has occurred (or any earlier date consented to by KKR Management LLP in its sole discretion). The number of shares reported as acquired herein represents the holder's pro rata portion of the 8.5 million shares issued to the former limited partners of KKR Holdings L.P.
(4) These securities are held in a trust revocable by the Reporting Person during his life. The Reporting Person is the sole beneficiary and the sole trustee of this trust.
(5) These securities are held by a limited partnership, whose general partner is a limited liability company over which the Reporting Person has investment discretion.
(6) These securities are held in a corporation owned by the Reporting Person and of which the Reporting Person is the president.
(7) These shares of common stock are being held by a limited partnership controlled by the Reporting Person solely for purposes of future charitable donations.

Remarks:
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein as indirectly owned, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ROBERTS GEORGE R
C/O KKR & CO. INC.
30 HUDSON YARDS
NEW YORK, NY 10001
XXCo-Executive Chairman

Signatures
/s/ Christopher Lee, Attorney-in-fact5/31/2022
**Signature of Reporting PersonDate


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